Sofinnova Investments, Inc.

A. Sofinnova Investments, Inc. (“Sofinnova” or the “Firm”), is a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940 (the “Adviser Act”). The Firm was established in 1976 and its principal office is located in Menlo Park, California. It also has offices in; New York, New York; Montreal, Quebec; Boston, Massachusetts; and Dorado, Puerto Rico. Sofinnova serves as an investment adviser to private pooled investment vehicles (each, a “Fund”) and separately managed accounts (each, a “Separate Account” and collectively with the “Funds,” the “Clients”) 1. An affiliate of Sofinnova serves as the general partner (or similar managing body) of each Fund. Sofinnova is owned by Alain Azan, James Healy, Nathalie Auber, Maha Katabi, and Hooman Shahlavi. The members of Sofinnova’s board of directors are James Healy, Nathalie Auber, Lars Ekman, and Maha Katabi. B. Sofinnova provides discretionary investment advisory services to the Clients. Sofinnova's advisory services consist of (a) identifying and evaluating investment opportunities, (b) structuring, negotiating and consummating investments on behalf of the Clients, (c) managing and monitoring such investments, and (d) deciding when to exit such investments. As part of the management, Sofinnova employees may serve on the board of directors of certain of the Clients’ portfolio investments. Certain Clients primarily make private venture related investments (the "Venture Fund(s)"), while other Clients primarily invest in publicly-traded equity securities (the "Public Clients"). Investments for all Clients are generally made in the biotechnology and pharmaceuticals and related industries (collectively, “Therapeutics”). Sofinnova is affiliated with entities that serve as the general partners to each of the Funds (each, a “General Partner”). Unless otherwise indicated, references in this brochure to “Sofinnova” or the “Firm” include the General Partners. The following is a list of the General Partners: General Partners: Sofinnova Management IX, L.L.C. Sofinnova Management X-A, L.L.C. Sofinnova Management X, L.P. Sofinnova Management XI, L.P. Sofinnova Management XI, L.L.C. Sofinnova Management XII, L.P. Sofinnova Management XII, L.L.C. Sofinnova Synergy Fund GP, L.L.C. Sofinnova BioEquities GP LLC

The persons and entities that invest in a Fund are generally referred to herein as “investors.” For the avoidance of doubt, as used herein, the terms “Fund” and “Client” do not include “investors.”

C. Sofinnova provides investment advisory services to each Fund in accordance with the Fund’s offering and governing documents (e.g., private placement memorandum and limited partnership agreement (or analogous organizational document), as well as Sofinnova’s investment advisory agreement with the Fund and contractual side letters with such Fund’s investors and contractual side letters with such Fund’s investors (collectively, the “Fund Documents”). The Firm provides investment advisory services each Separate Account in accordance with its investment advisory agreement with the Separate Account (each, an “Investment Advisory Agreement,” and collectively with the Fund Documents, the "Governing Documents"). Investment restrictions for each Client, if any, are generally established in the Governing Documents of the applicable Client. An investment in each Fund is subject to the investment objectives, terms and conditions outlined in the Fund Documents of the relevant Fund. To the extent that there is any conflict between the disclosures contained in this brochure and any Fund Documents provided to prospective or existing Fund investors, the applicable Fund Documents will govern. Sofinnova has agreed to: (i) tailor its advisory services to the individual needs of certain Clients or Fund investors; and (ii) accept investment restrictions imposed by certain Clients or Fund investors. D. The Firm does not participate in wrap fee programs. E. As of December 31, 2025, the Firm had approximately $4.4 billion in net Client assets under management (including uncalled capital commitments to the Funds), all of which it managed on a discretionary basis.

A. and C. Funds: Sofinnova charges each Fund an investment management fee based on the value of the Fund’s assets under management, capital commitments or invested capital (collectively, the “Management Fees”). The Management Fee rates of the Funds range from 1.25% to 2.50% (per annum). The Management Fees are: (i) charged monthly or quarterly in advance; and (ii) prorated for any period that is less than a full month or calendar quarter (as applicable). In general, the proration of Management Fees is calculated based on the number of days remaining in the applicable period. The Management Fees are generally deducted from each Fund account by the Funds’ administrator upon Sofinnova’s instructions. For more detailed information and a complete description of the Management Fees paid to Sofinnova, please refer to the Fund Documents of the relevant Fund. Sofinnova is entitled to receive performance-based compensation from the Funds in the form of carried interest distributions or incentive allocations, which is compensation that is based on net profits (including net unrealized gains in respect of the Public Clients) attributable to Fund investments. This compensation ranges from 20% to 25% of the net profits, subject to a loss carryforward or a hurdle carryforward provision in respect of the Public Clients. Further, receipt of performance-based compensation is subject to a hurdle in respect of certain Funds. Performancebased compensation is allocable to Sofinnova as of the end of each year in respect of certain Funds, and upon withdrawals or other distributions with respect to all Funds. Further, Sofinnova may cause all or any portion of performance-based compensation to which it would otherwise be entitled to be allocated to one or more persons or entities. For more detailed information and a complete

description of the performance-based compensation allocable to Sofinnova, please refer to the Fund Documents of the relevant Fund. The Management Fees and performance-based compensation are subject to waiver or reduction by Sofinnova in its sole discretion, both voluntarily and on a negotiated basis with selected investors via side letter or other similar arrangements. In that regard, certain Fund investors who are current or former members, principals, employees or affiliates of Sofinnova, as well as relatives or friends of those persons, are generally not subject to Management Fees or performance-based compensation. Separate Accounts: The Separate Account clients generally pay an annual investment management fee that is negotiated on a case by case basis and, in certain cases, are lower than those paid by the Funds. Separate Account clients are generally required to pay management fees monthly in arrears. In addition, the Firm is entitled to a performance fee pursuant to the terms of each Investment Advisory Agreement. The Firm may reduce, waive or calculate differently the fees with respect to any Separate Account client. B.

Funds: In addition to management fees and performance-based compensation, each Fund generally bears its own expenses in accordance with its Fund Documents, including, without limitation, the expenses set forth below: Venture Funds

Organization costs of the Fund and the General Partners;

All costs and expenses incurred in the purchase, holding, sale, exchange or other disposition of portfolio securities; including taxes applicable to the Fund on account of its operations; fees incurred in connection with the maintenance of bank or custodian accounts; brokerage fees; legal, audit, private placement and finder’s fees paid to persons other than the General Partner or members of the General Partner, and other expenses incurred in connection with the registration of the Fund’s portfolio securities under the Securities Act of 1933 (the “Securities Act”); legal and accounting fees and expenses incurred in connection with the purchase, sale, exchange or other disposition of securities (whether or not such purchase, sale or exchange or other disposition is ultimately consummated); and fees and expenses of investment advisers and independent consultants incurred in investigating and evaluating investment opportunities;

All fees incurred in connection with the annual audit of the Fund and the preparation of the Fund’s annual tax return, costs of independent appraisers, legal expenses of the Fund, premiums associated with insurance, if any; preparation and other expenses associated with annual and other reports to the investors, costs associated with any Fund meetings; legal fees and expenses incurred in prosecuting or defending administrative or legal proceedings relating to the Fund; administration fees and expenses;

Indebtedness of, or guarantees made by, the Partnership, the General Partner, the Management Company or any of their Affiliates on behalf of the Partnership (including

any credit facility, letter of credit or similar credit support), including interest with respect thereto, or seeking to put in place any such indebtedness or guarantee

All liquidation costs, fees, and expenses incurred by the Fund or its General Partner.

Public Funds

The fees and expenses of the independent directors of the Fund (if applicable);

Fees paid to proxy and securities class action advisory firms;

Legal, administration, tax and accounting expenses for the Fund (including fees and expenses related to any activist-related activities, initiating and defending lawsuits), and any extraordinary expenses (e.g., litigation expenses);

Tax preparation and other tax related expenses (including preparation costs of financial statements, tax returns, data extraction and other types of reporting and reports to investors), auditing, consulting and other professional expenses;

The Fund’s pro rata share of Fund-related insurance costs of D&O insurance for the Firm, errors and omissions insurance, fidelity insurance;

Investment-related expenses, including legal costs, expenses relating to consultants, attorneys, brokers or other professionals or advisors who provide research, advice or due diligence services with regard to investments (whether or not such investments are consummated);

Certain compliance and reporting expenses and expenses attributable to regulatory filings which are made with respect to the Fund or assets of the Fund;

Fees and expenses related to portfolio exposure and performance management systems, risk management services and software related to trade reconciliation, treasury, margin, financial and counterparty management, risk monitoring, performance reporting, valuation and quotation services and trade order management systems (including systems that facilitate trade compliance, commission management, stock locates and transaction cost analysis, and third party service providers used for implementation, custom reporting, updates, consultations, support, maintenance, monitoring and data extracts);

Market data;

Research-related expenses (including, without limitation, research-related travel expenses for investment personnel), investment-related expenses (i.e., expenses that, in Sofinnova’s sole discretion, are related to the investment of the Fund’s assets, such as commissions (including clearing fees), interest on margin accounts and other indebtedness;

Organizational expenses of the Fund; and

Expenses relating to the offer and sale of limited partnership interests or common shares and withdrawals, redemptions and transfers thereof, custodial fees, bank service fees, and other reasonable expenses related to the purchase, holding, sale or transmittal of the Fund assets.

Separate Accounts:

The Separate Account clients generally pay the management fee and performance-based compensation, and are generally responsible for their own expenses, including, without limitation, brokerage commissions, transaction fees, and other related fees and expenses. D. Neither Sofinnova nor any of its supervised persons anticipate receiving, directly or indirectly, any compensation from the sale of securities or other investment products. Sofinnova bears its own operating, general, administrative, and overhead expenses, other than the expenses described above. Certain expenses may be paid by securities brokerage firms to which Sofinnova directs securities trades. Sofinnova reasonably believes that such payments fall within the safe harbor under Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The allocation of expenses by Sofinnova between it and each Client and among Clients represents a conflict of interest for Sofinnova. To address this conflict, Sofinnova has adopted and implemented policies and procedures for the allocation of expenses. Sofinnova allocates expenses to each Client in accordance with the Client’s Governing Documents. Sofinnova seeks to allocate common expenses among Clients in a manner that is fair and reasonable over time, generally pro rata based on relative assets under management. Sofinnova may, however, use other methods to allocate certain common expenses among Clients if it deems another method more appropriate based on relative use of the product or service, the nature or source of the product or service, the relative benefits derived by the Clients from the product or service, or other relevant factors.

Funds: Venture Funds: For its Venture Funds, Sofinnova seeks to build a diverse and risk mitigated portfolio across stage, geography and equity market exposure. Sofinnova seeks to invest in compelling therapeutic opportunities which address an unmet or underserved medical need. It preferably has a high probability of success based on large patient data sets and/or compelling biology in validated disease models, the strength of its intellectual property, a clear regulatory path; and ultimately a compelling commercial potential. From time to time, the Firm provides some of the Venture Funds’ portfolio companies with support in a variety of areas, such as recruiting, strategy, clinical development, regulatory matters, business development, financial discipline, and capital markets, among others. A Fund will generally seek to act as lead or co-lead investor in structured investment transactions when multiple investors are involved, which the Firm believes will give a Fund access to more extensive due diligence information. The Venture Funds generally seek one or more seats on each portfolio company’s board of directors. Public Funds: For its Public Funds (Sofinnova BioEquities and Sofinnova BioEquities Enhanced), Sofinnova seeks to deliver absolute returns across market cycles with the goal of capitalizing on significant sector inefficiency in the Therapeutics industry and medical technology (MedTech) while exercising valuation discipline and focusing on risk management. MedTech subsectors are typically defined as healthcare equipment & supplies, life sciences tools & services, and related industries within healthcare). The Firm believes that momentum investors strongly influence the stock market, and that a value-biased, fundamental research-driven investment approach will provide above average long-term returns in Therapeutics and medical technology. While the primary goal of each Public Fund is to be investmentoriented with a medium to long term horizon, it attempts to make the most of certain trading opportunities presented by the price volatility in individual securities. The Public Funds’ investment

strategies continually assesses the risk-reward ratio of individual securities, leading to trading and investment decisions that provide asymmetrical risk versus return opportunities. The portfolio manager of the Public Funds seeks to make investment decisions based on a thorough understanding of the underlying assets, key catalyst flow, financial strategy, and competitive dynamics of individual companies. The process consists of quantitative and qualitative analysis, and includes meetings and conversations with company management and expert networks, reviewing financial filings, sell-side inputs, and independent research as primary sources of information. There are limitations in describing any investment strategy due to its complexity, confidentiality and evolving nature. Depending on conditions and trends in the markets, Sofinnova may pursue any objective or use any technique that it considers appropriate and in the Clients’ interests. The Firm’s focus on Therapeutics enables it to develop specialized expertise, and allows it to benefit from historical industry knowledge and the incremental data points generated from in-depth scientific and financial analysis. The Sofinnova BioEquities strategy (the “SoBE Strategy”) employed for certain of the Public Funds has an emphasis on small-to-mid capitalization public companies (generally defined as <$10-billion market capitalization at initial investment) that Sofinnova believes can generate significant growth over a multi-year horizon through successful drug development. The SoBE Strategy is a concentrated long/short investment strategy that takes into account portfolio exposure (gross and net), single stock position sizing, and liquidity. Sofinnova expects in the course of its investment research to identify companies that are fundamentally undervalued (long portfolio) or overvalued (short portfolio). In particular, Sofinnova’s portfolio managers focus on making fundamental investments in companies, evaluating multiple key development programs and catalysts, retaining positions through periods of market turbulence while capitalizing on volatility, utilizing a value-based, anti-momentum strategy, and concentrating investment research efforts. Sofinnova believes the range of market caps, geographies, and potential investment theses lead to an attractive diversity of investment ideas that can lead to alpha generation and higher absolute returns across market cycles, even though the investment universe is a sector-specific strategy focusing on Therapeutics companies.

Separate Accounts: In general, for the Separate Account clients, the Firm employs the SoBE Strategy. Pursuant to the applicable Investment Advisory Agreements, there may be limits or guidelines on the types of securities in which a Separate Account may take positions in, the types of positions that it may take, the concentration of its investments or the amount of leverage that may be used. The Firm may use any trading or investment techniques, whether or not contemplated by the investment strategies described above. Depending on conditions and trends in securities and commodities markets and the economy generally, the Firm may pursue any objectives or use any techniques that it considers appropriate and in the best interest of the Separate Account clients. RISK FACTORS As a general matter, the Firm utilizes the methods of analysis and investment strategies described in the Governing Documents applicable to its respective Clients. The information contained herein is a

summary only. Investors and prospective investors should refer to the relevant Governing Documents for a complete overview of the Firm's methods of analysis and investment strategies. There can be no assurance that any Client’s investment objectives will be achieved, and actual investment results may vary substantially from the investment objective. Investors should be prepared to bear these risks. The success of the Firm’s investment activities will depend on its ability to identify investment opportunities that have the proper risk/reward balance. No guarantee or representation is made that any Client’s investment program will be successful. Availability of Investment Capital- Venture Fund investments may require additional rounds of capital before a portfolio company reaches positive clinical trial results, FDA approval or profitability. If a Venture Fund investor does not have funds available to participate in such required rounds of financing, that shortfall may have a significant negative impact on both the portfolio company and the value of the Venture Fund’s original investment. Although it will be the Venture Fund’s policy to maintain sufficient reserves to allow it to participate in follow-on rounds of financings, a Venture Fund may decide not to provide all necessary follow-on financing. Accordingly, third-party sources of financing will be required. There is no assurance that such additional sources of financing will be available, or, if available, will be on terms beneficial to the Venture Fund. Furthermore, each Venture Fund’s capital is limited and may not be adequate to protect the Venture Fund from dilution in multiple rounds of portfolio company financing. Competition for Investments- The Clients will compete with other entities for the acquisition of investments. Such competition may come from groups that have greater resources and are owned by large and well-capitalized investors. There may be intense competition for investments of the type in which the Clients intend to invest, and such competition may result in less favorable investment terms than would otherwise be the case. Moreover, the Clients may incur bid, due diligence, legal or other costs on investments which may not be successful. As a result, the Clients may not recover all of their costs, which would adversely affect returns. The Clients may be unable to find a sufficient number of attractive opportunities to meet their investment objectives. There can, therefore, be no assurance that investments of the Clients will meet all their investment objectives, or that the Clients will be able to invest all of their available capital. Public Clients Related Market Risks- The profitability of a significant portion of the Public Clients’ investment programs depend to a great extent upon the ability to correctly assess the future course of the price movements of securities and other investments. There can be no assurance that the Firm will be able to predict accurately these price movements. Although the Firm may attempt to mitigate market risk through the use of long and short positions or other methods, there is always some degree of market risk. Capital Calls- Capital calls will be issued by each General Partner from time to time at the discretion of the General Partner of the Venture Funds, based upon the General Partner’s assessment of the needs and opportunities of the Venture Fund. To satisfy such capital calls, Venture Fund investors may need to maintain a substantial portion of their commitments in assets that can be readily converted to cash. Except as specifically set forth in the Fund Documents, each investor’s obligation to satisfy capital calls will be unconditional. An investor’s obligation to satisfy capital calls will not in any manner be contingent upon the performance of the Venture Fund or upon any assessment thereof provided by the General Partner. Notwithstanding the foregoing, the General Partner will not be obligated to call 100% of the investor’s commitment during the Venture Fund’s term.

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Sofinnova provides investment advisory services to Funds and the Separate Accounts. With respect to the Funds, any initial and additional subscription minimums are disclosed in the relevant Fund Documents. Minimum investment amounts have been, and may in the future be, reduced in Sofinnova’s sole discretion. Although Sofinnova does not maintain a specific minimum dollar value of assets or other conditions for opening a separately managed account, any such additional account relationship would generally involve a significant minimum account size.

The Firm is entitled to receive performance-based compensation in accordance with each Client’s Governing Documents. Such performance-based compensation may create an incentive for Sofinnova to make investments on behalf of the Clients that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. In addition, since the performance-based compensation received by Sofinnova from the Public Clients is calculated on a basis that includes unrealized appreciation of those Public Clients’ assets, such compensation may be greater than if it were based solely on realized gains. As a result, Sofinnova may receive performance-based compensation from a Public Client reflecting unrealized gains at the end of a year or upon a Public Client’s withdrawal or redemption, as applicable, that are not subsequently realized. Since Sofinnova and its investment personnel manage multiple Client accounts, including accounts with different fee arrangements, a potential conflict of interest exists for one Client account to be favored over another Client account. In that regard, Sofinnova and its investment personnel have a greater incentive to favor Client accounts that pay Sofinnova (and indirectly its investment personnel) higher performancebased compensation and Management Fees, or in which Sofinnova’s personnel have more significant investments in their respective personal capacities. Accordingly, Sofinnova has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple Client accounts. In particular, Sofinnova reviews investment decisions for its Clients on a regular basis in order to ensure that Clients with substantially similar investment objectives are treated fairly. The performance of similarly managed portfolios is also regularly compared to determine whether there are any unexplained significant discrepancies. In addition, Sofinnova has implemented an investment

allocation policy and Sofinnova regularly reviews its trade allocations to ensure they are made in a manner that is fair to all Clients.

In order to avoid the appearance of potential conflicts of interest between the Clients, the Firm plans to allocate future initial private investment opportunities in Therapeutics companies to the Venture Funds (including any public offerings of such companies following investment by the Venture Funds or any private investments in public equities) and any future initial public investment opportunities in publiclytraded Therapeutics companies (where Sofinnova will not take a board seat) to the Public Clients. Furthermore, the Venture Funds generally cannot invest in the same issuer at the same time as the Public Clients. The Chief Compliance Officer and the officers of the Firm are responsible for evaluating a conflict that may arise due to a departure from the Firm’s allocation policy. The Firm makes allocation decisions in the best interests of the Clients. The General Partners serve as the general partners of each Fund separately and independently make all decisions regarding investments, capital contributions, and distributions on behalf of each Fund. A Sofinnova employee may from time to time carry on investment activities for another investment adviser, as well as give advice and recommend securities to vehicles outside of the Sofinnova fund family. The advice given to, or portfolio companies recommended or bought for, any vehicles outside the Sofinnova fund family will generally not be deemed competitive with the types of portfolio company opportunities sought by the Clients. Sofinnova is reimbursed by the other adviser for the employees’ time dedicated to servicing the other adviser.

Sofinnova has adopted a Code of Ethics (the “Code”) under the Advisers Act, which describes the Firm’s fiduciary duties and responsibilities to its Clients. The Code requires that the Firm’s employees act in the best interests of Clients, act in good faith and in an ethical manner, avoid conflicts of interest with Clients to the extent reasonably possible, and identify and manage conflicts of interest to the extent that they arise. Sofinnova employees are also required to comply with applicable provisions of the federal securities laws and to make prompt reports to the Firm or other appropriate parties of any actual or suspected violations of such laws by Sofinnova or its employees. In addition, the Code sets forth formal policies and procedures with respect to the personal securities trading activities of Sofinnova employees. The Code prohibits employees from engaging in personal trading in the securities of issuers on the Firm’s restricted list, requires employees to provide duplicate brokerage accounts statements and trade statements to the Firm or to report all securities transactions on at least a quarterly basis, and requires employees to provide a summary of securities holdings on at least an annual basis. The Code also includes policies and procedures to prevent the misuse and disclosure of material non-public information (“insider trading”) and other confidential information and policies and procedures addressing conflicts of interest, outside activities of employees, gifts and business entertainment, including limitations and reporting requirements, and pre-clearance and reporting of political contributions. Sofinnova will provide the table of contents of its Code to any Client or investor upon request to Jim Brody at brody@sofinnova.com. Without the requisite advisory board approval as set forth in the Governing Documents of the applicable Fund, neither Sofinnova nor any related person may recommend to the Funds, or buy or sell for the Funds, securities in which the Firm or any related person has a material financial interest. Firm employees are restricted from purchasing securities in the Therapeutics industry or any securities which a Fund also holds – employees that purchased such securities prior to the Fund holding such shares are prohibited from selling such shares within 7 days of when the Fund purchases or sells such shares.

Because the Firm manages more than one Client, there may be conflicts of interest over its time devoted to managing any one Client and allocating investment opportunities among all Clients. For example, the Firm selects investments for each Client based solely on investment considerations for that Client. The Firm may buy or sell a security or commodity for one type of Client but not for another, or may buy (or sell) a security or commodity for one type of Client while simultaneously selling (or buying) the same security for another type of Client. The Firm may give advice to, and take action on behalf of, any of its Clients that differs from the advice that it gives or the timing or nature of action that it takes on behalf of any other Client. The Firm is not obligated to acquire for any Client any security or commodity that the Firm or its partners, officers or employees may acquire for its or their own accounts or for any other Client, if in the Firm’s absolute discretion, it is not practical or desirable to acquire a position in such security or commodity for that Client. From time to time, the Venture Funds may invest in securities of companies that may be deemed to be, or develop products that would be, competitive.

A. Factors Used to Select or Recommending Broker-Dealers The Firm will always have discretion as to the selection of brokers (and accordingly, the commission rates paid). In selecting brokers to effect portfolio transactions for the Clients, the Firm is not required to consider or focus on any particular criteria but will seek “best execution” of transactions, which is generally viewed as a duty to use reasonable efforts to execute securities transactions so that a client's total costs or proceeds in each transaction are the most favorable under the circumstances. In evaluating whether a broker will provide best execution, the Firm will consider a range of factors, including, but not limited to:

quality of execution; overall costs of a trade; ability to access liquidity; error correction capabilities; availability and costs of securities to borrow in relation to short sales; block trading and block positioning capabilities; willingness to execute difficult transactions; willingness and ability to commit capital; minimization of market impact; derivative securities; quality of propriety research provided; ability to facilitate meetings with corporate executives; access to underwritten offerings and secondary markets; and market intelligence regarding trading activity.

The Firm need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Commissions paid by a Client to brokers may include “soft dollar” research services used by the Firm in making investment decisions. B. Research and Other Soft Dollar Benefits The Firm can effect transactions with broker-dealers who provide research services (collectively, “soft-dollar items”) to the Firm that assist the Firm in making investment and trading decisions on

behalf of its Clients. The negotiated commissions paid to broker-dealers supplying soft-dollar items may not represent the lowest obtainable commission rates. In any such arrangement, the amount of the commission paid must be reasonable in relation to the value of the brokerage and soft-dollar items provided by the broker-dealer, viewed in terms of either the particular transaction or the Firm’s overall responsibilities with respect to its Clients. The Firm intends to comply with the soft-dollar “safe harbor’ afforded by Section 28(e) under the Exchange Act. C. When the Firm uses Client brokerage commissions to obtain soft-dollar items, it receives a benefit because it does not have to produce or pay for such soft-dollar items. However, the Firm believes that such soft dollar items may provide the Clients with benefits by supplementing the research and services otherwise available to the Clients. D. The Firm may have an incentive to select or recommend a broker-dealer based on its interest in receiving the soft-dollar items, rather than on the Client’s interest in receiving most favorable execution. The Firm periodically reviews the execution performance of its brokers to ensure that any potential conflicts of interests are resolved. E. When the Firm does engage in such “soft dollar” arrangements, the Client may pay commissions to a broker in an amount greater than the amount another broker might charge. F. Soft-dollar items, whether provided directly or indirectly, may be utilized for the benefit of the Firm’s and its affiliates’ other accounts. Soft-dollar items are not limited to those Clients who have generated a particular benefit although certain soft dollar allocations are connected to particular clients or groups of clients. Usually, soft dollar benefits are not proportionally allocated to any accounts that may generate different amounts of the soft dollar benefits. G. The Firm uses “soft-dollars” for Section 28e eligible expenses such as (but not limited to) the following: (i) software and other products that aggregate market data, (ii) broker-dealer research reports, company financial data and economic data, (iii) industry consultants who provide direct market research, and (iv) certain equipment in connection with investment analysis and decision making. H. A broker from which the Firm obtains soft dollar services generally establishes “credits” based on past transactional business (including markups and markdowns on principal transactions), which may be used to pay for specified expenses. In some cases, the process is less formal, and a broker simply may suggest a level of future business that would fully compensate the broker for services or products it provides. The Firm monitors the soft dollar services provided to ensure that appropriate transactions are executed with a soft dollar provider. I.

Occasionally, the Firm may permit a Separate Account Client to direct the Firm to execute the Client’s trade with a specified broker-dealer. Although the Firm attempts to effect these transactions in a manner consistent with its policy of seeking best execution, there may be occasions where it is unable to do so, in which case the Firm will continue to comply with the Client’s directions. The commissions charged to a Client that directs the Firm to execute the Client’s trades through a specified brokerdealer may in some transactions be materially different than those of Clients who do not direct the execution of their trades. In cases where trading or investment restrictions are placed on a Client’s account, the Firm may be precluded from aggregating that Client's transaction with others. In this case, the Client may pay a higher commission rate or receive less favorable prices than Clients who are able to participate in an aggregated order.

J.

The Firm may aggregate purchases and sales of securities for its Clients when more than one Client is purchasing or selling securities in a single issuer. In most cases, the Clients purchase or sell such securities in a predetermined ratio in all such similar transactions.

Sofinnova receives certain research or other products or services from broker-dealers through “softdollar” arrangements. These “soft-dollar” arrangements create an incentive for Sofinnova to select or recommend broker-dealers based on Sofinnova’s interest in receiving the research or other products or services and may result in the selection of a broker-dealer on the basis of considerations that are not limited to the lowest commission rates and may result in higher transaction costs than would otherwise be obtainable by Sofinnova on behalf of the Clients. Please see Item 12 for further information on Sofinnova’s “soft-dollar” practices.

On July 10, 2018, Sofinnova agreed to settle an administrative proceeding brought by the SEC for violations of the “pay to play” rules. Compliance policies have been updated and additional monitoring systems have been put into place to prevent future violations of the “pay-to-play” rule. A copy of the Administrative Order can be found on the SEC’s website here: https://www.sec.gov/litigation/admin/2018/ia-4958.pdf

A. The Firm’s Investment Committee typically meets once a week to consider each Client’s holdings and potential transactions. B. This is not applicable to Sofinnova. C. Within 90 days after each Fund’s fiscal year-end, audited financial statements are distributed to investors in each Fund. The Firm also provides unaudited Fund performance information to Venture Fund investors on a quarterly basis and to Public Fund investors on a monthly basis.

Sofinnova is deemed to have custody of the Funds’ assets. Sofinnova complies with Rule 206(4)-2 under the Advisers Act by meeting the conditions of the pooled vehicle annual audit provision thereunder. Sofinnova does not have custody of the Separate Account Clients’ assets. All Separate Accounts Client assets are held at qualified custodians. The qualified custodian sends to the Separate Account Clients a statement no less than quarterly.

Sofinnova provides investment advice to each Client on a discretionary basis. Generally, this discretion is subject only to the investment guidelines set forth in the relevant Client’s Governing Documents.

A. In the event that the Firm is presented with an opportunity to vote a proxy, the Firm’s general policy is to vote proxies in accordance with the best interest of each Client. For the Venture Funds, barring any unusual circumstances, the Firm believes that portfolio company management generally is best suited to make the decisions that are essential to the ongoing operation of the company. Therefore, the Firm generally intends to vote proxies in line with company management. However, under

circumstances when the Firm believes that company management’s proposal will not maximize value for each Venture Fund, the Firm intends to vote against company management’s recommendations. For the Public Clients, Sofinnova has retained a proxy administrator and voting service provider (the “Proxy Administrator”) to assist in the proxy voting process. Sofinnova’s Chief Compliance Officer manages Sofinnova’s relationship with the Proxy Administrator and ensures all proxies are voted in accordance with the best interest of the Clients. The Proxy Administrator will also retain certain required documents associated with proxy voting. If the Proxy Administrator’s recommendation conflicts with the proxy voting decision of an issuer’s management, the Sofinnova’s Managing Partners and the Chief Legal Officer or Chief Compliance Officer will evaluate the merits of each position and cast a vote that they believe will serve best interest of the Clients. In addition to maintaining oversight of individual proxy recommendations, Sofinnova may also periodically review the independence of the Proxy Voting Service. This may include a review of the Proxy Administrator’s conflict management procedures, interviewing its employees and ensuring that the Proxy Administrator continues to have the competency and capacity to vote proxies on an unbiased and informed basis. Clients may obtain a copy of Sofinnova’s proxy voting policies and procedures and information about how Sofinnova voted a Client’s proxies by contacting Jim Brody via email at brody@sofinnova.com. B. This is not applicable to Sofinnova.

This item is not applicable to Sofinnova.